UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report:
(Date
of
earliest event reported)
May
8, 2007
Blue
Holdings, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
|
000-33297
(Commission
File Number)
|
|
88-0450923
(IRS
Employer Identification No.)
|
| |
5804
E. Slauson Ave., Commerce, CA 90040
(Address
of Principal Executive Offices and zip code)
|
|
(323)
725-5555
(Registrant’s
telephone
number,
including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12(b) under the
Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
May 8,
2007, Marshall Geller notified the Registrant’s board of directors of his
resignation as a member of the Registrant’s board of directors.
On
May 8,
2007, the Registrant elected Harry Haralambus and Leonard Hecht as new members
of its board of directors. Each of Messrs. Haralambus and Hecht will receive
annual compensation of $15,000 and were granted 75,000 options on May 8, 2007
exercisable at $1.98 per share of which 1/3 will vest on the date of grant
and
the remaining 2/3 will vest in equal annual installments over the next two
years. Mr. Hecht will also serve as a member of the Audit Committee,
Compensation Committee and Governance and Nominating Committee of the
Registrant’s board of directors and will serve as the chairman of the Governance
and Nominating Committee.
Mr.
Haralambus is currently President of the Lambus Group which specializes in
international consulting, distribution and licensing for apparel products.
Mr.
Haralambus has in the past been associated with such high-end brands as Joe’s
Jeans, Earl Jean, Guess, Kate Spade and Ralph Lauren. He also manages a group
of
affiliated privately held companies related to the apparel industry,
accessories, cosmetics and perfume, real estate, licenses and franchises. Mr.
Haralambus is a board member of a number of privately held companies, including
Simple Beauty UK Limited, The Lambus Corporation and American Rag Cie. He
graduated from the University of Cape Town, South Africa with majors in business
and law.
Mr.
Hecht
joins the Registrant with over 45 years of management experience, primarily
in
turnarounds, acquisitions and divestitures, strategic planning and general
management consulting. Mr. Hecht has served as the Founder and President of
Chrysalis Capital Group, an investment banking firm specializing in mergers
and
acquisitions, private placements of debt and equity securities, and strategic
partnering since 1994. Prior to forming Chrysalis Capital Group, Mr. Hecht
served as a Managing Director of Houlihan Lokey Howard & Zukin in the
Technology Assessment Group from 1987 to 1993. Prior thereto, Mr. Hecht held
various executive level positions with Quantech Electronics Corp., The Donalen
Group, Inc. and Xerox Development Corporation. Mr. Hecht received his B.B.A.
from City College of New York and attended New York University, School of
Law.
Prior
to
their appointment as members of the Registrant’s board of directors, neither Mr.
Haralambus nor Mr. Hecht had any material relationship with the Registrant
and
no such relationship is currently proposed. Neither Mr. Haralambus nor Mr.
Hecht
has any family relationships with any of the Registrant’s other directors or
executive officers.
The
Registrant issued
a
press release announcing the appointment of Messrs. Haralambus and Hecht as
new
members of its board of directors. A copy of the press release is being
furnished as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business acquired.
Not applicable.
|
| (b) |
Pro
forma financial information.
Not applicable.
|
| (c) |
Shell
company transactions.
Not applicable
|
| |
99.1
|
Press
Release issued by the Registrant on May 14,
2007.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Blue Holdings,
Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
| |
Blue
Holdings, Inc. |
|
|
|
| Date: May
14,
2007 |
By: |
/s/ Larry
Jacobs |
| |
Larry
Jacobs
Chief
Financial Officer and Secretary
|
| |
|
EXHIBIT
INDEX
| Exhibit Number |
|
|
Description of
Exhibit |
|
99.1
|
|
|
Press
Release issued by the Registrant on May 14,
2007.
|